Delhi High Court
Valuefirst Mobility Vision ... vs ... on 8 May, 2015
IN THE HIGH COURT OF DELHI
COMPANY PETITION NO. 778/2014
Reserved on 10th April, 2015
Date of pronouncement: 8th May, 2015
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):
And
Petition under Sections 391 to 394 of the
Companies Act, 1956
Scheme of Arrangement between:
ValueFirst Mobility Vision Technologies Private Limited
Petitioner/Demerged Company
AND
ValueFirst Digital Media Private Limited
Petitioner/Resulting Company
Through Ms. Maneesha Dhir, Mr. Milon
Singh Negi, and Mr. Hemant Sharma
Advocates for the petitioners
Ms. Aparna Mudiam, Assistant
Registrar of Companies for the
Regional Director
SUDERSHAN KUMAR MISRA, J.
1. This joint petition has been filed under Sections 391 to 394 of the
Companies Act, 1956 by the petitioner companies seeking sanction of
the Scheme of Arrangement between ValueFirst Mobility Vision
Technologies Private Limited (hereinafter referred to as the demerged
company) and ValueFirst Digital Media Private Limited (hereinafter
referred to as the resulting company).
2. The registered offices of the demerged and resulting companies
are situated at New Delhi, within the jurisdiction of this court.
3. The demerged company was originally incorporated under the
Companies Act, 1956 on 25th September, 2009 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi under the name and
style of Mobility Vision Technologies Private Limited. The company
changed its name to ValueFirst Mobility Vision Technologies Private
Limited and obtained the fresh certificate of incorporation on 23rd
February, 2010.
4. The resulting company was originally incorporated under the
Companies Act, 1956 on 17th October, 2003 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi under the name and
style of ValueFirst Messaging Private Limited. The company changed its
name to ValueFirst Digital Media Private Limited and obtained the fresh
certificate of incorporation on 30th July, 2012.
5. The present authorized share capital of the demerged company is
Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each. The
issued, subscribed and paid-up share capital of the company is
Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each.
6. The present authorized share capital of the resulting company is
Rs.27,13,00,000/- divided into 2,70,74,900 equity shares of Rs.10/- each
aggregating to Rs.27,07,49,000/- and 55,100 preference shares of
Rs.10/- each aggregating to Rs.5,51,000/-. The issued, subscribed and
paid-up share capital of the company is Rs.19,66,140/- divided into
1,41,514 equity shares of Rs.10/- each aggregating to Rs.14,15,140/-;
45,100 0.1% cumulative compulsory convertible preference shares of
Rs.10/- each fully paid up aggregating to Rs.4,51,000/-; and 10,000 8%
non-cumulative compulsory convertible preference shares of Rs.10/-
each fully paid up aggregating to Rs.1,00,000/-.
7. Copies of the Memorandum and Articles of Association of the
demerged and resulting companies have been filed on record. The
audited balance sheets, as on 31st March, 2014, of the demerged and
resulting companies, along with the report of the auditors, have also been
filed.
8. A copy of the Scheme of Arrangement has been placed on record
and the salient features of the Scheme have been incorporated and
detailed in the petition and the accompanying affidavit. It is submitted by
the petitioners that the Scheme, inter alia, provides for demerger of the
'Digital Media Business Undertaking' of the demerged company into the
resulting company. It is claimed that the proposed demerger will facilitate
a focused strategy, direction and business planning to optimize
operational, managerial, financial, technical and marketing capabilities of
similar businesses and would also enhance operational, managerial,
financial and technological efficiencies of the entire ValueFirst Group.
9. So far as the share exchange ratio is concerned, the Scheme
provides that the demerged company is a wholly owned subsidiary of the
resulting company. Hence, no shares will be issued by the resulting
company to the shareholders of the demerged company in consideration
of transfer of Demerged Business Undertaking in terms of the Scheme.
10. It has been submitted by the petitioners that no proceedings under
Sections 235 to 251 of the Companies Act, 1956 are pending against the
demerged and resulting companies.
11. The Board of Directors of the demerged and resulting companies
in their separate meetings held on 2nd September, 2014 have
unanimously approved the proposed Scheme of Arrangement. Copies of
the Resolutions passed at the meetings of the Board of Directors of the
demerged and resulting companies have been placed on record.
12. The petitioner companies had earlier filed CA (M) No. 158/2014
seeking directions of this court to dispense with the requirement of
convening the meetings of their equity shareholders, preference
shareholders, secured and unsecured creditors, which are statutorily
required for sanction of the Scheme of Arrangement. Vide order dated
26th November, 2014, modified by order dated 5th December, 2014 this
court allowed the application and dispensed with the requirement of
convening and holding the meetings of the equity shareholders,
preference shareholders, secured and unsecured creditors of the
demerged and resulting companies, to consider and, if thought fit,
approve, with or without modification, the proposed Scheme of
Arrangement.
13. The petitioner companies have thereafter filed the present petition
seeking sanction of the Scheme of Arrangement. Vide order dated 16th
December, 2014, notice in the petition was directed to be issued to the
Regional Director, Northern Region. Citations were also directed to be
published in 'Business Standard' (English) and 'Jansatta' (Hindi) editions.
Affidavit of service dated 7th March, 2015 has been filed by the petitioners
showing compliance regarding service on the Regional Director, Northern
Region and also regarding publication of citations in the aforesaid
newspapers on 21st January, 2015. Copies of the newspaper clippings
containing the publications have been filed along with the said affidavit.
14. In response to the notices issued in the petition, Mr. A. K.
Chaturvedi, Regional Director, Northern Region, Ministry of Corporate
Affairs has filed his report dated 25th February, 2015. Relying on Clause
7.1 of Part-II of the Scheme, he has stated that, upon sanction of the
Scheme of Arrangement, all the employees of the demerged company
engaged in the Demerged Business Undertaking shall become the
employees of the resulting company without any break or interruption in
their services.
15. No objection has been received to the Scheme of Arrangement
from any other party. The petitioner companies, in the affidavits dated 7th
March, 2015 of Mr. Vishwadeep Bajaj, authorized signatory of the
petitioner companies, have submitted that neither the petitioner
companies nor their counsel have received any objection pursuant to the
citations published in the newspapers on 21st January, 2015.
16. Considering the approval accorded by the shareholders and
creditors of the petitioner companies to the proposed Scheme of
Arrangement and the affidavit filed by the Regional Director, Northern
Region not raising any objection to the proposed Scheme of
Arrangement, there appears to be no impediment to the grant of sanction
to the Scheme of Arrangement. Consequently, sanction is hereby
granted to the Scheme of Arrangement under Sections 391 and 394 of
the Companies Act, 1956. The petitioner companies will comply with the
statutory requirements in accordance with law. Certified copy of this order
be filed with the Registrar of Companies within 30 days. It is also clarified
that this order will not be construed as an order granting exemption from
payment of stamp duty as payable in accordance with law. Upon the
sanction becoming effective from the appointed date of Arrangement, i.e.
1st April, 2014, the 'Digital Media Business Undertaking' of the demerged
company shall stand merged in the resulting company.
17. The petition is allowed in the above terms.
Dasti.
SUDERSHAN KUMAR MISRA, J.
May 08, 2015
